Distribution Agreement

Exhibit 10.5

Xanadu Normans Wines Distribution Agreement

THIS AGREEMENT is made on the 24th day of June 2003.

BETWEEN

XANADU WINES LIMITED (ABN 59 086 435 136) of 16 Ord Street, West Perth, Western

Australia ("Xanadu")

AND

DRINKS AMERICAS, INC. of Suite 163, 372 Danbury Road, Wilton, CT 06897, USA

("Importer")

THE PARTIES COVENANT AND AGREE:

1. OPERATIVE PART

1.1 Interpretation

In this Agreement, unless the context requires otherwise:

Agreement means this deed as amended or supplemented from time to time;

Commencement Date means the 15th day of July 2003;

Competing Producer means an Australian wine producer that can

reasonably be considered to be competitive with Xanadu having regard to

its overall image, recognition, reputation, sales volume, product range

or other similarities;

Competing Product means an Australian wine product that can reasonably

be considered to be competitive with the Products taking into account

each or any of the following criteria in relation to the wine:

(a) the normal wholesale selling price;

(b) quality;

(c) grape varieties or wine style;

(d) image and profile;

(e) labeling, get-up or packaging;

(f) the brand or product name or producer name; and

(g) any other similarities;

but "Competing Product" does not include:

(h) any wine product from any producer for which the Importer

is Importer and/or wholesaler at the date of this Agreement;

(i) any wine product from any producer which is sold or

distributed at any time or from time to time by the Importer

on behalf of an independent commission agent;

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(j) any Australian wine product which does not compete with

the Products taking into account the criteria numbered (a) to

(g) in this definition;

Confidential Information means any knowledge or information, which the Parties

now have or may acquire in the future concerning:

(a) this Agreement; or

(b) the policy, processes, operations, affairs, or activities

of either party including but not limited to trade secrets,

drawings, know how, techniques, instructions, business and

marketing plans, records of any type, accounts arrangements,

customer information and lists, concepts and formulae; and

(c) the intellectual property of either party (whether by

ownership or license), including but not limited to patents,

trademarks, logos, copyrights, processes, confidential

information and know how, registered and non-registered

designs, models, computer programs and software, computer

source codes, operation manuals, drawings, equipment,

advertising and promotional materials;

whether such information:

(d) is disclosed in writing, orally or by any other means by a

party or by any person on that party's behalf to the other

party; or

(e) comes to the knowledge of a party as a result either

indirectly or directly of that party's association with the

other party;

Force Majeure means any war, riot, terrorism, civil commotion, labor disputes or

strikes, airport closure, lockouts, inability to obtain labor or materials,

fire, other acts of God, accidents, government restrictions or appropriations,

or other causes of a like nature which are beyond the control of a party;

Further Term means each further term of ONE (1) year commencing at the

expiration of the immediately preceding Term;

Import Price means the price charged by the Importer when selling to a

Wholesaler;

Incoterms 2000 means the English text of the International Commercial Terms

coming into force as of 1 January 2000 published by the International Chamber of

Commerce;

Laid in Cost means the Net Price plus ocean freight, U.S. Federal duties and

taxes, inland freight from wharf to warehouse, including a warehouse "in" fee

but excluding any other warehouse monthly or "out" fees;

Marketing Fund means the advertising and promotional fund established by the

Importer under clause 4.2;

Marketing Plan means the marketing plan developed by the Importer and Xanadu

each year during the Term pursuant to clause 4.2;

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Minimum Sales means the minimum annual sales for each Product agreed between

Xanadu and the Importer from time to time pursuant to Clause 4.3 except that

until varied, the minimum sales for each Product are those specified in Schedule

1;

Net Price means the net price for the Products determined by Xanadu from time to

time, which unless expressly stated otherwise, shall be exclusive any tax, rate,

charge or duty which may be incurred outside of Australia;

Payment Terms means a date no more than one hundred and twenty (120) days from

the date of Bill of Lading for initial twelve (12) month period from the date of

this agreement, and thereafter a date no more than ninety (90) days from the

date of Bill of Lading;

Products means the Xanadu wines specified in Schedule 1, as amended by Xanadu

from time to time;

Schedule means a schedule to this Agreement;

Term means a term of TWO (2) years commencing from the Commencement Date;

Territory means all the States and Territories of the United States of America;

and

Wholesaler means any person appointed by the Importer as a distributor or

sub-agent pursuant to Clause 5;

1.2 Interpretation

In this Agreement, except where the context otherwise requires:

(a) a reference to a statute includes a reference to each

regulation made under that statute and each amendment to or

re-enactment of either;

(b) if a party is two or more persons, the covenants and

agreements on their part

must be observed and performed by them jointly and each of

them severally and may be enforced against any one or any two

or more of them;

(c) if the day or last day for doing an act is not a business

day, the day or last day for doing the act will be the next

following business day; (d) except in the Schedule, headings

do not affect the interpretation of this Agreement;

(e) a reference to a party includes the executors,

administrators, personal representatives, successors, and

assigns, of that party or if a party is two or more persons,

those of each of them; and

(f) where the context permits, a reference to the Importer

shall include a reference to a Wholesaler and the Importer

shall be responsible for the observance and performance of

those terms by the Wholesaler.

2. APPOINTMENT OF IMPORTER

2.1 Appointment

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On and from the Commencement Date, Xanadu appoints the Importer and the

Importer accepts appointment as the sole and exclusive Importer of the

Products in the Territory for the Term and on the terms and conditions

of this Agreement.

2.2 Exclusivity

(a) Xanadu must not during the Term assign, transfer or sell

the rights to produce, sell, market or distribute the Products

to another person.

(b) The Importer acknowledges and agrees that:

(i) Xanadu has agreed to enter into this Agreement

because of the Importer's representation that the

Importer will make at least the Minimum Sales each

financial year; and

(ii) the Importer's ability to make at least the

Minimum Sales each financial year is likely to be

adversely affected if the Importer enters into a

contract , arrangement or understanding with the

Competing Producer or another person to sell or

distribute a Competing Product.

(c) The Importer agrees that the Importer will not, during the

Term, sell or distribute a Competing Product, or enter into

any contract, arrangement or understanding with a Competing

Producer or any other person to sell or distribute a Competing

Product unless both parties mutually agree.

2.3 Other Sales

Nothing in this Agreement prevents Xanadu from selling the Products

outside the Territory.

3. SUPPLY OF PRODUCTS

3.1 Supply of Products

Xanadu agrees to supply the Products to the Importer on the basis of

FOB an Australian Port (Incoterms 2000) on an exclusive basis and in a

timely manner following placement of an order by the Importer.

3.2 Price and Payment Terms

(a) Xanadu will invoice the Importer for the Products supplied

from time to time at the Net Price.

(b) The Net Price shall not include freight and insurance

necessary to have the Product delivered pursuant to Clause

3.1.

(c) Xanadu may not vary the Net Price for a Product without a

notice period of 90 days.

(d) The Importer must pay Xanadu the full amount of each

invoice within the Payment Terms.

4. SALES AND MARKETING

4.1 Determination of Import Price and Recommended Retail Price

The Importer shall determine the Import Price and the Recommended

Retail Price for the Products in consultation with Xanadu, on the basis

of the Importer's knowledge of the market in which the Products will

compete and the